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After an unexplained and unexpected explosion of the X-Mansion, Professor Charles Xavier and Jean Grey are missing. The X-Men disband and Scott begins to suffer from depression. One year later, the Mutant Response Division is imprisoning mutants. Emma Frost is able to locate a comatose Charles on Genosha in the care of Magneto. Professor X telepathically orders Wolverine to lead the X-Men and set out to save the world from The Sentinel Project and prevent the Brotherhood of Mutants from taking over the world before the future ends up dominated by Sentinels.
The X-Men, the MRD, and S.H.I.E.L.D. fight against Magneto's Sentinels. Meanwhile, the Hellfire Club successfully unleashes the Phoenix, which possesses the Stepford Cuckoos and is instructed to destroy the Sentinels, the X-Men and Genosha. Cyclops, Jean and Emma fight the Phoenix. During the battle, Emma seemingly sacrifices herself and destroys the Phoenix. From the future, Professor X informs the X-Men that they accomplished their mission and avoided the bleak, sentinel-run world. However, there is a new future that has taken its place: the Age of Apocalypse.
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Emma discovers the Hellfire Club's true motivation for using the Phoenix and fights to free Jean alongside Cyclops. In Genosha, Magneto's plan comes to fruition as Sentinels ravage the island, providing just cause for Magneto's war against humanity. Accordingly, Magneto reprograms the Sentinels to attack humans. Also, Professor X and the future X-Men fight back against Master Mold.
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Suspecting Emma's hand in Jean's abduction, Wolverine places her in a holding cell. Emma is later freed by Cyclops, who trusts her to find Jean. Meanwhile, Magneto hatches a plot against the human race and Professor X's future X-Men are apprehended by Sentinels.
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Jean uses her powers while at the hospital, which allows Emma to locate her using Cerebro. Emma and Scott go to the hospital and attempt to take Jean back to the mansion when Archangel intercepts Scott and Jean and takes them to Mr. Sinister. Later, Emma appears to double cross the X-Men and the Hellfire Club arrives to take Jean.
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Gambit arrives on Genosha under the orders of Senator Kelly to steal Magneto's helmet as a provocation of war. Much to the dismay of the Scarlet Witch, Gambit charms Polaris who unknowingly aids him in his task...
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Cyclops and Wolverine inform Professor X of Emma's discovery about the source of the explosion. Fearing that Jean may be responsible for the destruction of Genosha, Professor X and his team of future X-Men try to uncover information on the event from Master Mold's original detention centre. Unfortunately, Marrow's attachment to a reprogrammed Sentinel named Rover complicates things.
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During a battle with Juggernaut, Cyclops is distracted by a vision of Jean and Juggernaut defeats and escapes the X-Men. Emma proposes to erase all memories of Jean from Scott's mind...
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Now a member of the X-Men, Angel's wings are severely damaged at the hands of the MRD and have to be cut off. Mr. Sinister then makes him a proposal that will change his life.
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The MRD starts hunting mutants using Sentinels, forcing the X-Men to strike back. Angel joins the X-Men and tries to destroy Master Mold accompanied by the Brotherhood who were betrayed by Magneto. However, the dystopian future still exists and Master Mold had transferred itself to a damaged Sentinel.
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To regain his honor, Silver Samurai captures the X-Men and attacks Wolverine.
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